COMMENTS ARE NOT PROVIDED AS CHAIR OF THE SUBPRO PDP, BUT RATHER AS AN INDIVIDUAL TRYING TO STIMULATE GOOD CONVERSATION. Thanks Michael, I think these are really good comments, and let me see if I can provide some feedback for you and others to think about. I am providing this as food for thought and this is not a judgement as to whether it should be allowed or not. 1. First, what specifically triggers re-evaluation vs. simply continuing in the process.? This is something we as a Working Group should help provide that guidance and ask the Community for their input. But off the top of my head, it could depend on when the Joint Venture is formed. If the Joint Venture is formed after the initial evaluation, and the Joint Venture would have different officers/directors, or if the Joint Venture had a different business model and different sources of funding, etc., I could see this requiring a re-evaluation. If, however, the Joint Venture stick basically with the model set forth the surviving application, and with officers and directors that were already evaluated, etc., then perhaps may not be necessary. If there are changes to the technical service provider, that may require a re-evaluation, etc. If I were to try to boil it down, perhaps a policy that states something like: If the formation of the Joint Venture materially changes a part of the surviving application resulting in either (a) a funding model, (b) a technical solution or (c) key personnel, officers, directors, etc., which have not been through initial evaluation, then that surviving application should go through a re-evaluation on those material changes. [Feel free to edit or make comments. No pride of authorship] 2. Secondly, if a JV (or other entity) requires re-evaluation, what specifically happens? Again, this is something we as a group should help clarify, but using the above policy, it could be that only be those portions of the changes to the application that have materially altered what went through the initial evaluation. So, if there is a surviving application, then you only look at those parts that were changed, make a decision if those changes are material, and then review to see if the results of the Initial Evaluation would change as a result of the changes. 3. And finally, what happens if part of the JV disappears or dissolves You are correct in that depending on the length of time it takes to evaluate, there can be lots of intervening factors that can cause JVs or any application for that matter to have significant business changes. I don’t think this issue is unique to JVs. All entities in the last round were required to submit Business Continuity plans. Perhaps we could recommend that all joint ventures include a description of what happens in the event of a dissolution of the joint venture. There are usually such provisions included in any JV Agreement. I hope these thoughts help think about these issues. Best regards Jeffrey J. Neuman Senior Vice President | Valideus USA | Com Laude USA 1751 Pinnacle Drive, Suite 600 Mclean, VA 22102, United States E: jeff.neuman@valideus.com or jeff.neuman@comlaude.com T: +1.703.635.7514 M: +1.202.549.5079 @Jintlaw -----Original Message----- From: Gnso-newgtld-wg <gnso-newgtld-wg-bounces@icann.org> On Behalf Of Michael Casadevall Sent: Tuesday, September 11, 2018 4:02 PM To: gnso-newgtld-wg@icann.org Subject: [Gnso-newgtld-wg] Following up on Joint Ventures Sorry for the delay on sending this to the list. Following up from the previous meeting, I wanted to bring up the topic of joint ventures, and their formation as part of the gTLD process. Specifically, I'm referring to section 1.4 from the Additional Topics document: For example, if there is string contention and each of the applicants in a contention set agree, then applicants should be allowed to 1) create joint ventures [..] Implementation Guidance: ICANN org may determine that in the event of a joint venture, re-evaluation is needed to ensure that the new entity still meets the requirements of the program. The applicant may be responsible for additional, material costs incurred by ICANN due to re-evaluation and the application could be subject to delays. After sleeping on this, I have concerns here. First, what specifically triggers re-evaluation vs. simply continuing in the process. As written, this suggests that two applicants can simply form a JV and the process could proceed to delegation. Secondly, if a JV (or other entity) requires re-evaluation, what specifically happens? And finally, what happens if part of the JV disappears or dissolves? Given the time lengths in approving gTLDs, it's not unreasonable to assume this case could occur. Michael